Termination of Web Hosted Services Clause Samples

Termination of Web Hosted Services. Notwithstanding anything to the contrary in this Agreement, Parent shall have the right in its sole discretion to terminate the provision of web hosted services relating to Earn-Out Products at any time. In the event that Parent shall elect to terminate the provision of such web hosted services, it shall notify the Stockholder Representative in writing of its decision and of the effective date of such election (the “Hosting Termination Date”). Effective as of the Hosting Termination Date, the Earn-Out Operating Plan and the Earn-Out Metrics for the remainder of such tranche period following the Hosting Termination Date shall be adjusted as follows: (i) Actual Net Sales attributable to web hosted services for the full quarter ending immediately prior to the Hosting Termination Date shall be divided by the Net Sales set forth in the section of the Earn-Out Operating Plan entitled “Web Hosted Services Adjustments” for such quarter to determine the “Hosting Adjustment Factor”; (ii) Gross Profit for the remainder of such tranche period following the Hosting Termination Date (based on the Gross Profit set forth in the section of the Earn-Out Operating Plan entitled “Web Hosted Services Adjustments” for each quarter ending after the Hosting Termination Date, and pro-rated for the quarter in which the Hosting Termination Date occurs), shall be multiplied by the Hosting Adjustment Factor to determine the “Adjusted Hosting Gross Profit”; (iii) The Adjusted Hosting Gross Profit shall be subtracted from the floor and ceiling applicable such tranche period to determine the revised floor and ceiling applicable to such tranche period; (iv) In the event that the Hosting Termination Date occurs in the First Tranche Period, the Second Tranche Floor and Second Tranche Ceiling shall be adjusted by multiplying $1,890,000 by the Hosting Adjustment Factor to determine the “Second Tranche Adjusted Hosting Gross Profit,” and the Second Tranche Adjusted Hosting Gross Profit shall be subtracted from the Second Tranche Floor and Second Tranche Ceiling to determine the revised Second Tranche Floor and Second Tranche Ceiling; and (v) All other amounts in the Earn-Out Operating Plan for each quarter ending after the Hosting Termination Date, and pro-rated for the quarter in which the Hosting Termination Date occurs, shall be adjusted by multiplying the applicable amount set forth in the section of the Earn-Out Operating Plan entitled “Web Hosted Services Adjustments” by the Hosting Adju...
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Related to Termination of Web Hosted Services

  • TERMINATION OF EFT SERVICES You may terminate this Agreement or any EFT service under this Agreement at any time by notifying us in writing and stopping your use of your card and any access code. You must return all cards to the Credit Union. You also agree to notify any participating merchants that authority to make ▇▇▇▇ payment transfers has been revoked. We may also terminate this Agreement at any time by notifying you orally or in writing. If we terminate this Agreement, we may notify any participating merchants making preauthorized debits or credits to any of your accounts that this Agreement has been terminated and that we will not accept any further preauthorized transaction instructions. We may also program our computer not to accept your card or access code for any EFT service. Whether you or the Credit Union terminates this Agreement, the termination shall not affect your obligations under this Agreement for any electronic transactions made prior to termination.

  • Termination Assistance Services Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

  • Termination of Services The Account Owner may act for all Clients to terminate enrollment in the DNA Guardian Program by executing ViaCord’s required documentation. However, once the Child reaches the age of majority, ▇▇▇▇▇▇▇ will follow the request of the Child.

  • COMMERCIAL REUSE OF SERVICES The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to 's sites.

  • License Termination Without prejudice to any other rights, PremiumSoft may terminate this ▇▇▇▇ if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the software and all of its component parts.